Insights into

ISSUE 15 • 2015 facilities management FMFacilities management market M&A update, Q2 2015 M&A activity eased off modestly in the second quarter of 2015, mainly as a result of lower activity among international buyers in the UK FM market. Important larger deals drove David Ascott Partner, Corporate Finance the value of M&A upwards during the period. Grant Thornton UK LLP M&A activity eases off; value increases After a relatively robust start to 2015, M&A activity in the UK’s FM market eased off somewhat “Whilst M&A activity in the second quarter, perhaps impacted at home by the focus on the general election and abroad in Q2 was steady the by concerns surrounding the Greek sovereign debt crisis. Overall the number of deals recorded July budget created in the sector fell by 13% from the 23 seen in Q1 to 20. While the second quarter total is also 17% down on the same period of 2014, the poor start to last year means that the first half of 2015 is unexpected ripples comfortably ahead of 2014 on run rate; it is also ahead of H1 2012, but some way behind the same in the market due to period in 2013. the potential impact As was underlined in the last bulletin, the M&A market in the FM sector is largely ticking of the increasing over on the back of consolidation activity at the smaller end of the scale, though the occasional larger deal has a significant impact on the market value. Although Q1 2015 saw no such deal, minimum wage. the finalisation of Kier’s acquisition of Mouchel in Q2 is by far the largest transaction seen in the The profit outlook sector since the private equity-backed buyout of Keepmoat in Q3 2014. First mooted towards and share prices of the end of 2014 the acquisition, which makes Kier a leading player in the roads and utilities some of the listed maintenance sector, was formally completed during Q2. The deal was done at a multiple of around 8.5x Mouchel’s EBITDA and this equates to an enterprise value of some £370m, comprising FM players was hit £265m in cash, £40m of debt, £45m in pension obligations and £20m of transaction costs. and this new level Although it does not count towards these statistics, the largest FM deal of the quarter may of uncertainty may arguably have a direct impact on the UK market: the acquisition of a majority stake in South reduce M&A appetite African business Servest by investment group Kagiso Tiso Holdings (KTH) is important until it is clearer who because of Servest’s strong UK presence. The investment may see further consolidation is picking up the tab.” for the African and UK arms or even an • Deal trends: International David Ascott, Partner, expansion drive to become a truly global buyers stay away Corporate Finance service provider in the FM space. • M&A in the hard FM area dominates once more

1 Insights into FM - Issue 15 • Quoted FM Tracker FM Deal trends: international UK Facilities Management transactions buyers stay away 40 Volume Value £ million 4000 Looking at the pattern of acquisition 35 3500 activity in the second quarter shows that the number of deals announced by 30 3000 domestic buyers remained at the level 25 2500 seen the previous quarter. The 17 deals in 20 2000 this category is just one fewer than was seen in the final quarter of 2014 and is 15 1500 ahead of the quarterly average recorded 10 1000 since the beginning of 2013. Also, after not having recorded any deals in the first 5 500

three months of the year, private equity 0 0 buyers came back into the FM space in

Q2, picking up where they had left off in 2009 Q1 2009 Q2 2009 Q3 2009 Q4 2010 Q1 2010 Q2 2010 Q3 2010 Q4 2011 Q1 2011 Q2 2011 Q3 2011 Q4 2012 Q1 2012 Q2 2012 Q3 2012 Q4 2013 Q1 2013 Q2 2013 Q3 2013 Q4 2014 Q1 2014 Q2 2014 Q3 2014 Q4 2015 Q1 2015 Q2 Source: Zephyr the latter three quarters of 2014. In the Source: Zephyr first of these deals, Mid-market investor MML Capital backed the merger of Sweden’s Loomis buying Cardtronics’ being recorded across the board, though catering businesses CH&Co and HCM cash-in-transit business in a bid to the M&E, Utilities, and Other Hard FM to form the CH&Co group; the private consolidate its UK presence. It is hard areas saw the most solid activity. On the equity group invested £17m to take a to tell at this point whether this feature soft FM side, the most notable fall in significant minority stake alongside of the recent M&A market reflects activity was in the rapidly consolidating Security subsector, where an average of the management teams of both entities any underlying issue (for example the around four deals per quarter had been and the new group is valued at in the strength of Sterling or Eurozone fears) recorded since the beginning of 2012; just region of £75m overall. The other PE- that may affect future M&A numbers, or one was seen in Q2. backed deal in the second quarter saw whether it is simply a statistical anomaly. Overall, as we outlined in the last PAI Partner’s VPS Holdings expand its quarterly bulletin, there appear to be few offering in the landscaping space with M&A in the hard FM area changes to the trends that have driven the the acquisition of Redfields. dominates once more FM market for some time (consolidation However, the standout feature of the Following an 18-month period during and a focus among larger providers to quarter in terms of deal source was the which M&A volumes in the soft FM area bolt-on capacity in niche areas) and absence of international buyers in the were 50% higher than in the hard FM therefore it is difficult to predict any UK FM space. After having racked up space (75 deals versus 49), the balance major swings in M&A numbers beyond 13 acquisitions in the preceding three swung the other way in Q2, with hard the occasional statistical anomaly. quarters, Q2 only saw one deal by an FM deals accounting for 12 of the 20. No international buyer in the shape of single subsector led the way, with activity

2 Insights into FM - Issue 15 FMQuoted FM Tracker As far as the performance of New additions to the peer group; strong individual firms is concerned, the performance across the board largest three groups on the Tracker (two of which are FTSE 100 companies) As we mentioned last quarter three new jumped from +1.7% in Q1 to 5.4%. have all suffered in the three months to FM businesses were admitted to the This compares with an overall decline June after relatively strong starts to the public markets during the first three of 2.5% across the FTSE All Share year. The largest, Compass Group, saw months of the year and now, with a full index and a modest growth of 3.5% in its share price fall by over 10% during quarter of trading under their belts, these the FTSE Support Services index. In the the period (compared with declines form part of the peer group. What’s longer term analyses (minus the three of 4.4% and 2.6% in the six-month more, despite some mixed fortunes for newcomers), the picture is slightly more and one-year periods respectively) the three newcomers, they have had a mixed: while the peer group performed primarily because of weak demand positive effect on the Tracker as a whole. better than the FTSE All Share index in from its clients in commodities-based Overall, in Q2 the businesses on the all three timeframes, the FTSE Support industries. G4S follows close behind quoted FM tracker have built on some Services index comfortably outpaced with its share price falling by over 9% positive showings during the first three the peer group in the six-month and in the three months to June. However, months of the year to outperform the one-year periods. Most impressively, the weakest performance in the quarter wider market quite comfortably. In over the two-year timeframe the came from Serco Group, which had fact, despite the fact that six of the 16 members of the tracker have seen a enjoyed a brief period of growth in saw their share prices decline (versus growth in share price of almost 25%, Q1. Nevertheless, there appear to be four of the 14 last quarter), the average compared with 8.5% and 21.3% in the no obvious events that have influenced quarter-on-quarter performance for FTSE All Share and FTSE Support this decline; indeed into the beginning the members of the peer group has Services indices respectively. of Q3, the company’s share price has staged something of a recovery on the back of a confirmation of profits and UK Facilities Management transactions by acquiror type sales forecasts. 100% Elsewhere, groups to have fared 90% well in Q2 included MITIE, which saw 80% a 14% growth in share price despite having issued a profit warning in Q1. 70% Additionally, Kier Group, Interserve 60% and Johnson Services Group all 50% followed closely behind, boosted by the news of acquisitions (Kier Group 40% and Johnson) and positive trading 30% updates (Interserve). However, by far 20% the strongest performance over the 10% quarter came from newcomer Bilby, which, after a disappointing few weeks 0% of initial trading, surged on the back of a positive set of maiden results. 2009 Q1 2009 Q2 2009 Q3 2009 Q4 2010 Q1 2010 Q2 2010 Q3 2010 Q4 2011 Q1 2011 Q2 2011 Q3 2011 Q4 2012 Q1 2012 Q2 2012 Q3 2012 Q4 2013 Q1 2013 Q2 2013 Q3 2013 Q4 2014 Q1 2014 Q2 2014 Q3 2014 Q4 2015 Q1 2015 Q2 UK PE International

Source:Source: Zephyr Zephyr

3 Insights into FM - Issue 15 Contacts FMFor any further information, please contact:

David Ascott Pete Dawson Martin Gardner Usman Malik T 020 7728 2315 T 020 7728 3197 T 020 7728 2847 T 020 7728 2321 E [email protected] E [email protected] E [email protected] E [email protected]

Grant Thornton Facilities Management – subsector map

Hard FM Soft FM Fabric maintenance Security Fit-out Cleaning Mechanical & Engineering Catering Fire Protection Washroom hygiene Grounds Maintenance Textile/Laundry Utility Maintenance Pest Control Reprographics Space planning Relocation and Storage

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